Spellbound
by JustBecause170
Summary: A traitor? Or simply reformed. Lyra thought she was the latter. A reformed witch. It was what she had convinced Lord Death she was, and he believed her, letting her into his school with only a warning not to get caught in the act. All she has to do is hide her magic from her partner and not get found out. But with the other witches out for her head, that's suddenly not so easy.
1. Prolouge

A/N

Maka will not be in this story. Just pretend she doesn't exist.

Sorry not sorry.

 **xXx**

 _It's so dark._ _So cold._

 _Where am I?_ _I don't remember._

 _Soul, where are you? You promised I'd be okay._

 _How did we end up like this? Always like this._

 **xXx**

"What're you still doing hanging around here?"

I blinked, slowly coming out of a confused daze, falling out of my imaginary world. Bright vibrant colors faded back to varying shades of gray. I sighed at the loss, the empty feeling that settled in my chest as I came back to reality. I closed the heavy tome in my hands with no small amount of regret and ran my hands almost lovingly over the faded leather cover. I lifted my head, and the last vestiges of inked words slipped away.

I saw his eyes first, always the eyes, and then the rest of him half hidden in shadow with his hands buried in his jacket pockets. Those red eyes shone out at me from the darkened eave of the library doorway, burning in their intensity. I breathed out, a soft exhale at the sight. I'd know those eyes anywhere.

"Soul."

He looked like a ghost, with his pale skin, his white hair shining dully in the dim lighting, and when he smiled, his sharp teeth were fully on display. I watched as he came closer, his lips curling in distaste at the dust-filled library. The shadows around him seemed to move, always shifting. Following him into the room in direct defiance of the sunlight that filtered in through the window behind me.

He stopped right in front of me, close enough to touch, if I had wanted too. I tilted my head to look at him, and it was with a certain amount of fondness that he reached out to brush his hand against my cheek, pushing away a lock of hair that had fallen into my eyes.

 _Then again... maybe he looked more like a demon._

"Come on Lyra, you don't want to be late for class, do you?" He was taunting me, an avid protester of my following rules, my dedication. But I didn't mind. He held out his hand, knocking aside a small pile of books near the edge of the table as he moved to tug me to my feet. I frowned at his obvious lack of respect, - _books were powerful_ \- and leaning over to pick them back up, was caught completely off guard when he pulled on my arm instead. The books went tumbling out of my grasp and onto the floor again. Soul's shit-eating grin glimmered as he observed the mess he'd made before disappearing. And with an air of mock seriousness he said, "We'll make it in time if we hurry."

I rolled my eyes. _As if he cared._

I looked back, watching the dust float above where I'd just been sitting, watching as my dreams faded. "Professor Stein's not there yet?" I asked suspiciously, stumbling slightly as he pulled me faster out the door and down the hallway. What sounded like a question was meant as a statement. Professor Stein was always late, and Soul wanting to be in class early at all was enough to put me on edge. I leveled narrowed eyes at his back, but was quickly distracted as we moved into the bustling hall, the ever-ominous warning bell prompting more than just the pair of us to hurry to class.

We bumped into and around the other students as we maneuvered down the hallway, my short height a clear disadvantage as shoulders and elbows mapped out a constellation of bruises up and down my arms. I winced as a particularly harried boy knocked against me, some of the books in his arms grazing my jaw as he buzzed past. Not that Soul noticed. Which was actually rather unusual for him. Staring hard at the back of his head, I gripped my partners hand tighter, not wanting to fall. Behind or otherwise.

"Nah, he's busy talking to Lord Death, said it was something important." He shrugged slightly before opening the classroom door for me, waiting while I went in first, choosing to follow close behind as I found an empty seat next to Kid. Moving past and up a row, his hand brushed my shoulder as he slid in beside Black Star.

Being as hyper-aware of Soul as I was, I was slow to pick up on the other hand slowly tracing molted patterns on my arm. Noticing my quickly discoloring skin, Kid sighed and gently pushed at my shoulder, turning me to face him. "You should even those out," he told me. "Otherwise they won't line up right." He pinched the skin of my upper arm suddenly before holding up both my arms to compare and I scowled, shooting him a dirty look and shifting further away in my seat as the dull sting receded.

"Your concern is appreciated." I snapped waspishly, swatting him away.

He wasn't moved by my hiss of pain, simply raising an eyebrow as he raised both hands in a placating gesture. "Simply trying to help."

Soul snickered, and his arm brushed mine as he leant over me to bump fists with Kid in an oh-so manly fashion. He lingered, his arm draping past me to rest on the back of Kids chair as though he knew it would irritate me. Even with the fabric of his hoodie brushing my shoulder I had to stretch up to elbow his stomach impatiently, wanting him to get his arm out of my face. He ignored me as he leaned back, putting his feet up on the desk like the cool guy we all knew he thought he was.

Kid, unruffled by my sour attitude, tapped my shoulder, this time being careful not to touch my arms, and passed me the binder of notes I'd left at his house after one of our group study sessions the day before, which never went well when Black Star and Patti were together in the same room. The cover stuck uncomfortably to my fingers and I grimaced at the soda covered pages. I squinted, tilting my head at a different angle to see if that would make looking at some of the more questionable stains easier. It hung from my fingers precariously, and I let out a soft sound of disappointment. It was practically useless now, the meticulous notes I had painstakingly written smudged beyond repair. A complete waste of effort. Twice as terrible if one took into account the fact that Soul opted to use my notes as well, instead of taking his own.

"Is that... cheese?" Kid didn't answer, but the giggle from behind me was more than enough to confirm my suspicions. I gently held it by one edge, shifting until I could safely drop it into Souls lap. Pretending not to hear the rather unflattering - and quite feminine - squeak of protest behind me, I had turned to Kid with an unimpressed look. "Thank you?"

Simply rolling his eyes at my bland tone and stoic expression, Kid pulled another binder out of the dark leather bag sitting by his feet. He set it down in front of me with a surprising amount of flourish, twitching and tweaking until it lay situated at the exact center of my desk.

"I took the liberty of remaking your notes, but better," his eyes flashed. "Perfectly symmetrical." He smiled proudly at me. "And clean."

My eye twitched and I couldn't tell if my smile seemed as insincere as it felt. Kids' need for absolute perfection could be endearing, but it led more often than not to the 'accidental' destruction of my property when he deemed it unfit and not at all up to his standards. The feeling of frustration was easy to hold onto, only partially dissipating as new, 'improved' versions were returned to me with his own personal seal of approval.

Patti had leaned down from the row behind us as I was lost in thought, and I jumped back, startled, as she stuck her face uncomfortably close between us. "He even color coded them. You're such a nice guy Kid!" She looped her arm around his neck, putting him in an affectionate choke hold and ruffling up his hair as she laughed.

He spent the next few minutes obsessively combing his hair back into place.

••••••••••

Not even fifteen minutes later the door burst open, and Professor Stein was sent sprawling as his chair caught against the door jam and fell over, spilling him rather ungracefully onto the floor. The class just sat in silence; this had happened too many times to be worth a reaction. No laughs, no frustrated sighs, no concern. There weren't even any of the customary wonderments over why he was wheeling a chair in when there was already one – an identical one – situated behind his rarely used desk anyway.

We all watched as the professor got up as casually as he could manage, the screw in his head looking just a bit loose - although I had always believed he had more than just the noticeable screw loose - and began writing on the board in his hazardous scrawl, before passing back papers to the class. I half-heartedly took notes, drawing in the margins when I ran out of things to write that were actually relevant. It was with a resigned groan I realized this would be one of the classes where the amount of useless information he spewed was twice the amount of anything worth learning.

 _Hence all my time in the library._

But the clock was winding down, and instead of running out of steam, as was typical for many of his lectures, the professor only seemed to become more and more excited. I grimaced.

"Do you think we're watching another dissection?" I whispered, tilting my head back to look at Soul, who was eyeing the newest caged animals sitting in the corner of the room. I followed his gaze, my stomach turning itself into knots the longer I looked.

Lord Death tended to turn a blind eye to some of the things people under his employ did, and this was no exception. The things huddled in cages could hardly be called animals anymore, and I had always assumed the reason we used them in class was because they were failures of whatever experiments the professor did outside of student knowledge. Soul jabbed at my cheek with his unused pencil to get my attention and crossed his arms behind his head.

"Eh." He sighed. "I don't really care. Besides-" he leaned over and wrapped an arm around my shoulders, pulling me closer towards his chest in a joking manner. "-I've got you to help me if we have to do any _actual_ work right?"

I would have laughed if I hadn't known he was serious.

Black Star suddenly cheered from a few seats away, standing up in his seat while Tsubaki looked on, mortified, urging him to sit back down as she quelled under the stares of the other students. The sudden shriek had startled half the class, most of which had been falling asleep if they weren't already, and many a pair of accusing eyes drifted in his direction, mine included. Black Star, however, was oblivious and waving a piece of paper Professor Stein had just given him. He was proudly displaying it to the class. "This is it! I'm one step closer to surpassing God! See?!"

I squinted to get a better look, intrigued despite how many times a day I heard him say that. His autograph-like signature covered the top of the page and underneath that was the final grade for the test we'd taken last week during the end of our second semester. I hadn't glanced at the paper sitting face down on my own desk, but stained and crumpled as the paper clutched in his hand might have been, the red marker on Black Stars' paper was large and easy enough to read.

 _65%_

 _"Bow to me! "_ Black Stars' laugh echoed, and before I could fully tune him out one of his customary speeches was already underway to anyone that would listen. Liz frowned, and leaned her elbows on her desk as she looked at her own test. "Wasn't there a ten-point curve?"

I had to put my head down at that. Really, I did.

Patti giggled at her sisters' incredulous tone and poked at Kids cheek as he panicked over the fact he'd gotten 107%. "Yup there was!" She said. "I got a ten!"

Soul snickered, still gazing back at his best friend. He grabbed my bag from the seat beside me, dumping it into my lap. I had to duck as his feet swung past my head and over his desk until he could slide in to whisper in my ear. "So, he just barely passed. Tch, figures."

I turned on him. "Oh yeah, and what did you get?"

Soul grinned. "Cool guys like me don't get anything less than an 80." The corner of his test was just barely peeking out from underneath his arm, the number 79 clearly visible in the same bold red letters Black Stars had been in. I smiled at him, and turned to rest my head lightly against his shoulder.

"What about you?" he asked after a moment. I shifted in my seat, cheeks turning a light shade of red under his scrutiny. Setting my bag down in front of my feet I turned to shove at his shoulder.

"I couldn't possibly tell you after you told me how great your grade is," I repressed an eye roll at his smug smirk. "I'd feel too bad." _If only he knew._ My own paper, marked with a distinct 110 on the top right corner had already been shoved into the bottom of my bag.

I'd burn it later.

Soul hummed, a rough sound that rumbled through his chest. "I can tutor you, you need all the help you can get, right?"

Kid choked on a laugh at his offer on my other side. Slightly annoyed, and careful not to get caught I pinched his leg, pleased to him let out a pained yelp, and then it was my turn to cover up a snicker.

"Right."


	2. Chapter 1

_I had set it all on fire_

The heat scorched at my skin, bit at my face and hands and feet as I ran disoriented through the halls. It was _everywhere_ , a red haze as far as the eye could see. Then there was the smoke, the suffocating grey ash felt as though it was tearing me apart. It settled in my lungs, coating my throat. At some point I had bitten my tongue and spitting to clear out my mouth revealed blood that was several shades darker than it should have been.

 _I'm burning._

My lungs ached, my eyes watered, my entire body ached after months of disuse. Muscles that had begun to atrophy were forced to move and I wanted to _scream_. There was no relief and my blistered feet ached painfully as I ran barefoot down the hall. The broken metal links attached to my ankles caught on the uneven ground as I stumbled, tearing through skin and staining the floor with fresh blood that was red, so red. As red as the fire around me. _I was leaving a trail._ One easily followed; it was a moment of panic-induced clarity and the thought was more than enough to spur me on, renewing my efforts.

I continued to run, ignoring the hands that reached out to me from bared doorways, their cries of fear – for help – falling on deaf ears. Just like mine had. If I made it out of this alive, I knew I would regret not stopping. The sounds would haunt my nightmares because I would feel guilty. Always so guilty. But the fire was spreading, and the building had begun to groan under its own weight and I _still_ wasn't outside yet. So, I told myself I could drown in that guilt later.

I could help no one now.

Adrenaline might have kept me moving, but I felt as though the fear was what was keeping me alive. I never thought she would take it this far. That she would do this.

I had planned everything so carefully, mapped it all out, double-checked every last detail – and somehow, she was still one step ahead of me. _And yet…_

As I passed my own cell door – the only one open, the only one empty – a small vicious smile curled my lips, my teeth as red as the blood I kept dripping onto the floor. I looked down at the wrapped-up secret in my arms and even through the cloth, the edges dug into my arms from where I had begun to grip too tightly. I had risked everything to get this, everyone, really.

Another keening wail and I wanted to close my eyes and shut out the sound. _Your fault,_ it seemed to say, mocking me. Like I didn't already know. _Your fault alone._

Which was a bit unfair, I admit. While I had been the catalyst, the actual execution had involved far more than just myself. But that sentiment stemmed from later, when I would find out that I would be the only one that mattered to make it out alive.

 _It wasn't supposed to turn out like this._ _ **But it did.**_ I could hear her laughing at me. Could feel an echo of hundreds of small legs dancing over my skin. I shuddered. _I just wanted the pain to stop._ _ **It won't. Not ever. Not for you.**_

 _It hurts._

The footsteps that had been a constant and steady background noise during my current race to freedom sounded closer and closer behind me as I swerved, hitting a corner roughly and tearing at my shoulder, bruising the skin. _This place was a maze._ I didn't stop, and I could hear my blood fizzle behind me as the fire underneath my feet consumed what fell from a seemingly unending number of wounds. I could hear words in the anguished cries again, coming from outside the stone walls, shouting my name – blaming me, and my grip on the bundled package in my arms became slippery with sweat and blood. But no tears.

 _No._ I did not regret what I had done, I had only sped up the inevitable, not started it outright. I tightened my grip. For so many, it was already too late. It was too late for me.

But that was okay, I was okay with that.

 _ **"How**_ _**do**_ _**you**_ _**kill**_ _**a**_ _**witch**_ **?"**

 _ **"You**_ _ **burn her**_ _ **."**_

 _ **"You**_ _ **burn her**_ _ **."**_

It sang at me out of the dark, the sickening tune like that of a nursery rhyme, coming from all sides, suffocating me. Children with black eyes and bodies made of fire.

"Shut up!" I yelled, turning down another hallway and seeing nothing but an orange glow and spectral figures shadowed by smoke. _Where's the door?_

 **"** _ **We're**_ _ **coming**_ _ **for**_ _ **you.**_ **"**

"Stop."

I can't get out.

 _I can't get out._

...

God help me. If he'd listen.

Help us.

 **xXx**

 _"Please," I hated to beg, To him of all people. The very idea made my skin crawl and bile rise up in the back of my scorched throat. I pushed it down, locked away the feeling – all that self-loathing – because I was falling apart, and I was so tired, and I had nowhere else to go. Not anymore. Whatever I once had had gone up in flames, shooting sparks and black smoke._

 _My pride was already in tatters. Might as well throw away the rest._

 _Cold metal pressed closer against my throat, a warm trickle of blood staining the collar of my shirt as I swallowed. It didn't make a difference however – there was so much dirt covering me the new mark of my misfortune blended in seamlessly with the others. I was a picture of desperation. I stared down at the floor, the edges of Lord Deaths robes skirting in and out of my line of sight like smoke. He was circling me, like a predator, just waiting for the opportune moment to strike._

 _I was waiting for the snap of jaws around my neck._

 _I shivered._

 _"I'm begging you to reconsider." But I'd been begging for hours. My voice echoed around the room, and the moving clouds and sky that made up the walls were dark and stormy, reflecting the current mood, I was sure. He didn't want me here. I was a stain. Dirtying his halls, spitting in the face of everything he fought for and believed in. Even lightning flashed occasionally, highlighting me in all my gruesome glory._

 _ **"You expect me to believe you."**_ _A hissed whisper to break the silence after my plea._

 _No, not believe me. Not even trust me. I expected him to_ _ **save**_ _me, to be able to do something nobody else could do._

 _"I can help you Death, you know I can." I was grasping at straws. Desperate and pathetic, and I hated myself for it. "Things have gotten so much worse. You know this. You've heard the rumors, seen the way we have begun to gather. I bring you this at great cost, greater than you know, and I am offering you my experience, my support if you wou-"_

 _ **"Help me? Support me"**_ _he interrupted._ _ **"Now that I find hard to believe. And I care not at all for your suffering, any of you. Nor for your words, untrustworthy creature that you are."**_ _His voice was cold, indifferent and the skull-shaped mask covering his face had never seemed_ _more_ _real than in that moment. Death would not soften his countenance for me. There would be no cartoon grin to ease my fears._ _ **"After all, witches lie."**_ _He stepped closer, the scythe moving with him as my eyes widened._

 _Witches lie._

 _"Let me join the school as a student, haven't I proved to you enough that you can trust me?"_ _I kept my head lowered, feeling helpless and hating the way my hands shook. I clenched them, burying them into the ragged skirt of my dress until they disappeared, and I didn't have to look at the proof of my own weakness anymore. "I have chosen a side! Your side! I believe that the world, and everything in it should come before the ideals of my own people. Isn't that enough?"_

 _Death laughed._ _ **"Yet I have seen firsthand how easily you are swayed."**_ _Harsh as he was, the gentle shift in his tone frightened me far more than actually facing his ire. It was soft, contemplative, as though he were trying to convince me as well as himself. "_ _ **You are asking me to let a witch who has betrayed her own kind into my school. And you think that I'll agree? Your loyalties lie with no one. A dangerous flaw."**_

 _I laughed, and it was a dry humorless sound, "I betrayed them to your benefit, besides, you of all people know that I have never agreed with the Lady Arachnid's morals. You were the one who sought me out, not the other way around. I gave you the warehouses' location. I risked my life for you, for your cause. I lost everything."_

 _There was a moment where I thought I had gone too far. That by reminding him of the desperation that had led to him procuring my service I was reminding him of a weakness he didn't want to remember. Though he had no face I could feel it as he closed himself off, his demeanor as still and stony as his mask once more._ _ **"No,"**_ _Death answered, empty eyes fixated on me._ _ **"Everything you have done has been for yourself."**_

 _I breathed, a soft exhale, barely a puff of breath, and my shoulders lowered, "Is it so wrong to want to live without fear?" I didn't think it was. To be at peace, left alone, no longer pressured or hunted. No longer always looking over my shoulder. I would do anything to achieve that goal. Had done anything. Against every instinct, every moral and value I had ever held and despite my pride – over what I was, the power I held – when he had come to me as a lesser evil I had listened._

 _It stung to not receive the same courtesy in return._

 _He ignored my question. Perhaps he didn't understand. Death had always been a watchful hunter, the being all others eventually fell too, and the hunter would never know the feeling of being the hunted._ _ **"Honestly I'm half tempted to just let Stein dissect you. Just having you here makes the school a potential target for those that will eventually come after you. And they will, won't they? With such long lives you all tend to hold quite the grudge."**_ _He shrugged like it didn't matter, because to him it didn't. He had long since weighed the value of my life and found it worth nothing._ _ **"They won't take kindly to this betrayal."**_

 _They? I wanted to ask. There are so few of them now._

 _I didn't tell him that it was unlikely anyone would. Come after me I mean. I had left more than a prison behind when I escaped that fire. I had left my life. I was as good as dead to any of my kin who would have cared enough to look for me. I had burned all my bridges, so to speak. Quite literally. My lips curled up into what would have been a smile had it seemed less pained._

 _Stein stood behind me, the handle of the scythe jerking a bit as he moved closer than I was strictly comfortable with, and I winced as I was forced to tilt my head up rather than dig the sharp blade further into the bruised skin of my neck._ _Ever the mad scientist, the thought of tearing me apart was probably more excitement than Stein could handle. I could feel his breath – an eager pant that made my skin crawl with revulsion._

 _And they both said I was a monster._

 _"I'm asking you for protection Lord Death."_

 _My voice trembled, my body positively ached and_ _ **god**_ _I wanted nothing more than to crawl – and even that degrading action would require effort I didn't have – into some dark safe space and sleep until the world ended. I shifted and felt the soot that covered me from head to toe, the dried blood that flaked and fell to the floor as I moved. My lip had split and the taste of charged iron on my tongue was heavy and thick._

 _I refused to look at him, even with my head raised, blood trickling down my chin to stain his pristine floor, and the absolute humiliation of the moment was enough to make me sick. But this was bigger than me, more important than my own feelings. I was desperate. And desperation is powerful._

 _The proverbial sword above my head was a scythe, and it was twitching oh so dangerously close to an artery._

 _He was quiet for a while, just looking at me, and I was very aware of the excited, almost anxious breath ghosting down the back of my neck as the silence stretched. I only had to wait a moment, however, before the blade was removed and I was pulled to my feet and pushed lightly towards the door. His hand an intrusive weight on my shoulder. I flinched at the contact, but his grip was non-threatening and slow. Before I could say anything to spoil my newfound luck, thank god, I was outside with nothing but the cool feel of a note that had been pushed into my hand as proof that that encounter had actually happened._

 _ **"I suggest you get yourself cleaned up before classes start tomorrow Lyra."**_

 _To say I was shocked was an understatement, but the relief that followed was enough to knock me back to my knees, a wave of bone breaking weariness that settled over me once I was outside his office door, standing in the abandoned hallway of the school I would now be attending._

 _ **"The color red doesn't suit you."**_

 _What an asshole._

 _And as I opened the small note to see the address of a small apartment building only a block away, with a stenciled door number and the explanation that yes, I would be living there for the foreseeable future so he could keep a close eye on me written in a dark spiked hand, did I – for the first time in as long as I could remember - actually smile._

 **xXx**

I never thought I would be the type of girl to be nervous about the first day of school. But I was, and the scowl that twisted my features at the absolute ridiculousness of it was practically feral.

Hell, _I_ looked feral.

Even my own powers hadn't been enough to heal all the damage of what was arguably the worst night of my life. Sure, blood and soot had been scrubbed away, the cuts closed over and the bruises faded until nothing but the cold pale tone of my skin remained. That wasn't what gave me away. It was my eyes. Heavy and clouded like I hadn't slept in weeks. Haunted.

I suppose that's what I was.

I was standing alone in a crowd of students, watching with narrowed eyes and a terrible feeling settling hollowly in my chest. They had already begun to pair off, meisters and weapons. For someone so used to relying on only the power I myself provided, the concept of needing a… a partner was entirely foreign. Witches weren't social by nature, and I was no exception.

As hard as it was to admit, I had no idea what to do. **Go to orientation.** Other than that lovely option, of course. It was terribly cliché this feeling, and as I wiped the palms of my hands against the dark fabric of my jeans, I prayed nobody could see the way my shoulders tensed as they brushed against me. A minute went by, then two and I could have been standing there, stiff as a board for more than half an hour before I managed to suck up my – _Fear? Anxiousness? Worry?_ – my whatever it was and push my way into the auditorium.

Everywhere I looked people were sitting in groups, chatting and laughing. I felt my face burn even though no one was looking at me and ducked my head, hurrying to a seat before I could call too much attention to myself. It wasn't until I had looked up again that I noticed there was no one else around me.

Sitting alone amongst a group of strangers was just as pathetic as standing alone.

Two hours into this mind-numbing orientation – which Death wasn't even hosting by the way – I was a sentence away from wishing the fire really had gotten me. A tall red-headed man had long since stepped onto the stage, his speech, though calling it a speech was a huge exaggeration, was less of an introduction to our new life at school and more of an unending barrage of rather lecherous compliments directed to the female students sitting in the crowd. Myself included.

The bleachers had been emptying for a while now. A slow trickle of people who slipped out the door as soon they were sure our non-motivational speaker wasn't looking. I watched another boy slip past without being noticed, and the itch to follow was becoming all too hard to resist. Joining them seemed a better and better idea the longer I listened. A great deal of my time was then spent sliding painstakingly slowly towards the end of my large unoccupied row of seats, pausing every time eyes turned in my direction until I could finally, _finally_ slip out of my chair and out into the corridor.

I really couldn't take any more of this.

Now despite the fact I had technically arrived a day early, I hadn't had much energy to do anything more than get cleaned up and fall into a sleep deep enough that waking up at all was like coming back from the dead. So, I wasn't surprised when my casual wander of school halls turned into me frantically trying to find my way out of a verifiable maze. _I mean really, what was this place?_

Tall ceilings to accompany rather narrow white painted hallways, with thick dark wood doors lining each side. The occasional window, a set of stairs leading up or down depending on which way you wanted to go, all of which I had assumed would eventually lead back to the front door.

It was just my type of luck that I was dead wrong. "Damn it!" And boy was I glad no one was around to see me stomp my foot like a child.

I had opened a door, and then another door, which happened to be identical to every single other fucking door in this hallway _and_ the one before it. Most of them led to empty classrooms; all of which were dark and slightly dusty. But a few, and to these there seemed to be no order, led to more hallways. One even opened up to a balcony overlooking the school's entrance, which made absolutely no sense because I could have sworn I was still on the ground floor.

I cursed again, a hand running through my hair to pull at the ends fitfully, "Seriously? What is this place?"

Lord Death was laughing at me somewhere, I was sure.

Not wanting to stay in one place for too long, I turned on my heel. Certainly, if I retraced my steps, I would end up back where I had started and then I could get _the hell out of here._

Now here's the part where you're thinking _Jesus Christ Lyra, you're a witch. Can't you just magic this shit up?_ And I wouldn't blame you for it. I mean, it was kind of obvious.

It's what I was thinking.

The answer to that very obvious question however, would be no. As a matter of fact, I could hardly do any magic at all. Death – because he had oh so cleverly thought ahead and wasn't that just _great_ – had made sure to give me a little welcome gift once I was officially enrolled. A small silver pendant, one I was wearing now. It was small, surprisingly tasteful and was locked around my neck the same way it locked away my powers.

Almost like a choker. _Or a dog collar._

The point being; I couldn't do magic, not anymore, not until the very person who gave it to me took it off.

It locked away my magic, it hid my soul, hid it so completely in fact, under the guise of a normal human soul, that even I had a hard time feeling anything other than _ordinary_ floating around my wavelength. It was beyond frustrating, being cut off from that power, the essence of my very being. The closest thing I could compare it to was losing a limb, that phantom feeling, the twitch of hand that was no longer there. I, in an ironic sense, had sold my soul to the devil. My own personal tormentor.

It was, of course, better than the alternative – which was dying, so I would take what I could get.

When I finally noticed the music, my thoughts had strayed to a place I didn't want to look at too closely. I was more than relieved at the interruption, practically tearing the door away from its hinges in my haste to distract myself.

A music room. As dark and dusty as all the others had been, with one small difference. This one wasn't empty. I hesitated; there was a boy, pale and silent and still, all alone in a darkened room wearing a suit – _For the first day of school?_ Looking down at my own outfit I suddenly felt woefully underdressed – and sitting on the bench of a grand piano. What was I supposed to think?

"Hey." One step ahead of me he had already turned around, and the casual sort of disinterest in his eyes and his expression was so perfectly what it was, that it couldn't have been anything other than fake.

"You look lost."

I was.

 _Red eyes like fire._

 _That had been a long time ago._

 **xXx**

My eyes opened, and it took a minute or two before I remembered how to breathe again. I pushed my sweaty bangs away from my face and swung my legs over the side of my bed, shivering when my bare feet came into contact with the cold hardwood floor. _I hated dreaming._ It was so utterly and painfully human.

The bathroom light flickered on over the mirror after blinking for a few seconds and I groaned as the harsh blue-tinted light stung at my eyes.

A complete mess stared back at me.

My dark hair hung down in sweat dampened tangles that clung to my cheeks, and my skin looked especially pale next to the purple bags underneath my eyes. For one terrifying moment I was worried I hadn't woken up. But the look reflected back was less traumatized, and more sleep deprived.

I sighed and pressed the palms of my hands against them, trying to stem the headache I could feel building. _I ached._ My clothes felt heavy and constricting – like I was drowning in them – and I had to double check to make sure the door was locked before peeling off my pajamas. It was, and my hands shook as I gripped the sides of my head and told myself I was fine. Because it had only been a nightmare wrapped in a dream.

I took a shower hot enough to burn and scald just to be sure, really sure, that I was awake, splashing cold water from the sink on my face once I was out and done in hopes of looking more alive before getting dressed and heading into the living room. My apartment seemed almost particularly empty in the dark silence of the early morning, so I quickly set about turning on lights and pulling food out of the fridge.

Soul couldn't cook to save his own life, or at least he said he couldn't. He'd walk the short distance from his apartment to mine and eat breakfast with me most weekdays. It was a nice routine; a generous offer of companionship Soul had insisted upon after hearing Lord Death had pulled me aside after orientation and explained it would be best if I lived alone.

After all, I was technically dangerous. Not that Soul knew that. Death had spun some bullshit story, claiming me as his temporary ward and stating his obvious concern over my virtue. If only he knew. Being taken in, unofficial as it had been, was something I hadn't expected, a measure of protection I hadn't thought Death would be willing to give. He had winked at me behind Soul's back, a staged, and overly loud whisper making my eye twitch with irritation. " _ **Sorry for the short notice."**_ Sorry my ass. He just wanted to watch me panic over the idea of family dinners.

Of which I actually had to attend.

Having a literal god of death claim to worry over my wellbeing had scared off quite a few would be suitors and potential friends. Who would want to hang around when an unintended insult could send me running to my benefactor? I thought it was all just another clever ploy to keep people away from me. But the threat of bodily harm never seemed to stop Soul from spending the night on my couch.

I left his finished breakfast on the table to cool before writing a quick note on some notebook paper. _Soul,_ I scribbled. _I'm leaving early. I'll see you at the airport._ I placed the note in front of his plate, making sure his name was written clearly on the front in a color that was sure to catch his attention.

I left the light in the kitchen on, knowing he'd be around in about a half hour. Grabbing my coat and keys I slipped into my shoes by the front door. The lock slid soundly into place, the sound echoing in the still deserted hallway. There was no noise, and as my feet kicked up dust from the rug it was easy to believe that I was completely alone in the building.

 _Lord_ _Death had asked to see me._


	3. Chapter 2

A/N

Just want to let everyone know that my timeline is super fucked up. I'm following the main plot (with a few variations), but everyone will be several years older in this fic than they were when all of this actually happened in the manga/anime. _**As in late teens.**_ I'm talking eighteen and up alright.

Let's just call this fic AU alright? So, no one come at me complaining that _omg this isn't right they aren't that old_. There will be no children here other than Angela.

"Would you like some tea?"

The years I'd been enrolled in the DWMA had truly shown me a different side of Lord Death, a side I would have never previously thought possible. Time had mellowed him, softened his edges; what I saw before me was nothing like the horror stories of my childhood had depicted. My lips twitched into a small smile. Having a son had done wonders for him. This child-friendly attitude was less than intimidating – although I knew from personal experience that that could change.

I watched, more than amused as he handled a porcelain teapot with the utmost care. How he managed to hold it at all was beyond me. _The new mask was an improvement._

I sat down at the small table set up in the middle of the room, wrapping my hands around the hot cup of tea he slid my way. It smelled like chamomile and tasted sweet. _Milk and a spoonful of sugar, just the way I liked it._ But he hadn't called me here to flaunt the depth of his knowledge when it came to my drink preferences. The thought of the scolding I was about to receive was sobering and my tea suddenly wasn't as sweet as it was sour.

I set the cup down.

It didn't take a genius to know what the topic of conversation was going to be. Death sat silently at the other end, and we simply stared at each other for a moment. Eventually he sighed, and it was such a fatherly sort of sigh that I automatically looked down at my lap to avoid seeing the matching expression.

The disappointment was palpable.

"I warned you to be careful Lyra, and instead you're getting careless."

"I have it under control, I won't make the same mistake again." It almost sounded pleading. _Pathetic._

"You choked." It wasn't meant – wasn't said to hurt me, it was just a fact. A simple observation. Even so, I couldn't stop my lips from trembling or my throat from closing up. "It has been years. All the extra classes you have been taking, the work you have been putting in outside of school hours."

"I know," I said thickly, completely miserable. Soul and I had been in the process of getting our final soul to turn him into a death-scythe, a witch's soul. All we had needed was one. _It shouldn't have been so hard._ But while I'd worked against others of my own kind, planned and plotted, I had never outright killed one with my own two hands. I had always been too much of a coward.

I may have set a fire and let them burn but I hadn't stuck around to watch.

The first 99 souls were easy to acquire. It was almost merciful, ending their lives. After all they were just polluted humans. The dregs of whatever was left after insanity had taken root and festered. It was my job, my duty as a meister to eradicate these lost souls from existence blah blah blah so on and so forth.

It was an ideal apparently, and the reason Death had started this school in the first place. And it was one I could easily follow. I myself may have been considered a monster, but even I had never met anything quite as terrifying as humanity. As terrifying as they were unpredictable. And a part of me, small, buried in my heart as deep as I could hide it, was almost happy to snuff out these lives. Human lives. Because I might have been just a little bit bitter, and if I was hunting them… then they weren't hunting me.

So, the first 99 had been easy. A piece of cake. A walk in the park. That last one… not so much. My hesitation during our fight had been just enough time for the witch in question to fling me backwards and get away. _I let her get away._

Soul was never going to let me live it down.

"I knew her," I whispered a bit hesitantly. My hands played with the handle of my long since cold tea. "From before the fire." I had known her name, her smile. The color of her magic had been nostalgic in its familiarity. And her eyes had stared into my own with a hate I understood. A hate I felt, every day, and would never be able to run from.

Death stilled, and the dark eyeless gaze of his mask was heavy and uncomfortable and completely at odds with his soft voice. "I did not realize you were so… sentimental Lyra."

I blinked, his genuine tone throwing me off for a moment, "She did not know me." It sounded sad because I was, though Death was wholly unsympathetic. I imagined he had looked offended underneath that mask of his.

"Of course not. We put a lot of work into changing your appearance. I assumed you would remember that...transition."

I grimaced at the reminder. _As if I could forget._

"Yes," I mumbled absently, waving a hand as though swatting away a bothersome fly. "I just thought, that the next time I was faced with one of my own –" leaning forward I ran a hand through my hair, sighing, "– that they would see me, really see me. For what I am."

"I was wrong." I dropped back into my seat and fought off the urge to drop my head into my hands. Now was hardly the time for a personal crisis.

Needless to say, Soul and I now needed to find a new witch, but it had become increasingly difficult, even with my own 'special' abilities. But I remembered how news had traveled, way back when – when I still ran in more magically inclined circles, and every witch who wasn't a complete idiot knew to say out of sight when word went around that the reapers were out hunting. _Recently it was as though they were always out hunting._

"Now Lyra, I am only bringing this up because your class trip to Italy is today, and you will be there for two weeks, hunting down more souls." The hesitancy in his voice caught my attention, and I sat up straighter, unnerved by this sudden bout of seriousness. "I fear the constant hold on your abilities is putting a bit of strain on you."

Perhaps it was. Putting a strain on me, I mean. And even though the sudden pressure was completely his fault – the silly little necklace he had given me so long ago had all but stopped working after all – I was touched by his concern. At the time I had teased him. Faulty workmanship created faulty products. I had power beyond average and then more, and he had built a dam made of sticks and mud to hold back a flood.

Of course, it hadn't worked for long.

Yet he still didn't trust me, and the phantom feel of cold sharp steel pressed against the delicate skin of my throat was an ever-constant concern. It was why, as a show of good faith, I had bound up most of my powers myself the second time around. I'd even let him poke around my soul for good measure and the experience had been traumatic and unpleasant and violating all at once. And I had let him. He now knew me more intimately than anyone else alive, and still, and still, it was just short of enough.

Death sipped his tea, the steam blurring his face as I looked down towards the table. I took a moment to wonder how his tea was still hot. "You are adamant about your refusal to work with Stein? Having him study your magic would be beneficial to all of us." _Beneficial_ _against witches, helping you would be secondary._ Not saying it out loud didn't make it any less true.

"Ah," he murmured, as though he had come to some kind of revelation. "You haven't been using it have you?"

 _Magic._ The thought made me smile.

"Magic in and of itself is not evil," I reminded him with a grin, "It is the intent with which it is used." He might have had the grace to look sheepish or chastised and I took his silence as understanding.

"I feel fine Lord Death," I said after a moment and saw as he visibly relaxed. I ignored his question about my use of magic and about Stein. _That man was a menace._

"No nightmares then? You have not been feeling ill or lightheaded? You must be sure to tell us these things Lyra, or it will be almost impossible for me to continue concealing your presence here." He paused. "A sound soul rests within a sound mind and a sound body, you know."

I lifted my head, and laying my elbow on the table, settled my chin in my palm. I hummed in response and watched the clouds move over the walls, rolling and twisting and growing dark.

There was a storm brewing.

"I'll keep my guard up while on this trip, don't worry. Professor Stein will be there as well, he'll help me if I get into any serious trouble."

And by help me I meant kill me, but I was almost positive Death knew that as well. I stood and thanked him for his time before turning towards the door to leave.

 _My tea had frozen over._

"For your sake Lyra," Death called after me, "I hope so."

The airport was hectic, busy as it always was around this time of year, and I found myself walking a rather jagged path instead of a straight one, being pushed around by the crowd. They brushed against my subconscious, their souls. Small candle-like flames burned everywhere I looked, delicate and flickering. Fragile they might have been, but each once burned like the sun. So bright, so potent, so painful.

To burn so brightly had a heavy cost. A steady flame was better, unyielding through time, able to withstand and endure. I did not envy humanity, but I did wonder.

What made their souls so much better than mine, so precious even in their great numbers. Were we evil because that was who we were, because of something we had no control over? Was I inherently evil? Or was it because we had the only thing humanity couldn't have when it had everything else?

Who knew? _Who cared?_

The light was distracting.

"Lyra!" I turned around, surprised, and smiled, knocked away from my current train of thought when I saw Tsubaki waving across the terminal with Black Star by her side. I ran up as quickly as I could, trying not to hit anyone with my suitcase and failing. Several mumbled apologies later and I was standing in front of them red-faced and out of breath.

"Hey guys." I grinned and gave them each a one-armed hug, which Tsubaki returned and Black Star shrugged off with a blush staining his cheeks. I rolled my eyes at him as we began looking for our gate number on screen. I was relieved to see we still had half an hour before boarding.

Tsubaki smiled back and elbowed Black Star in the ribs, causing him to jump in surprise before lurching forward and grabbing my bags, holding them under one of his arms.

"I'll take these while you two ladies board the plane." And after a rather awkward, yet endearing grin he walked off, a lot less considerate to the crowd than I had been. Angry shouts followed his laughter down the hall. Tsubaki watched him go with a fond expression before she linked her arm through mine, dragging me along at a much slower pace.

"Are you excited Lyra? It's your first class trip, right? I heard from Soul that you were too sick to go last time."

I paused, recalling just how sick I had been before answering, watching her closely out of the corner of my eye. "I was."

She laughed, and the sound was like silver bells. "Then I'm sure you'll make the most of this trip, huh?"

"Yes, I'm sure I will."

 **xXx**

 _I shivered. The cold of the metal table I was strapped to cutting into my back and making me squirm. It made me almost as uncomfortable as the scalpel Stein was holding above my bare stomach. I hissed at him, warning him to watch his hands if he wanted to keep them. He was creepy enough on a regular basis. I didn't need to deal with his perverted tendencies now as well._

 _He laughed and poked me with the edge of his blade. I grit my teeth at the small prick of pain as he stared intently at the raised bumps of skin that lined almost my entire body._

 _"You're enjoying this." I spat at him, jerking away and pressing my back further into the table when he began to draw circles around each ridge in red marker._

 _He_ _grinned, and though it might have just been the situation, I felt it looked a little unbalanced. Crooked and not all there. "Only a little." He placed his hand on my_ _knee,_ _as if to reassure me, when all it did was make my skin crawl even more than it already was._

 _I watched him move down to my legs, the ink of the marker a jarring color against my pale skin. "If the marker is red how will you know where to cut when I start to bleed?" I had meant for my tone to sound more confident, but my voice wavered, and I could see Stein smirk at me out of the corner of my eye._

 _"I won't."_

 _I bared my teeth at his admission, feral and hateful. "I hate you."_

 _He hummed, ignoring me, and sat down in the chair by my side, placing his elbows on the table next to my head, "You know-" he told me, "if you had just informed us of your little problem when you first got here, you wouldn't be in this situation now." He tapped one of the bumps with his scalpel, causing it to move slightly under my skin._

 _I gagged and trembled, "I was not aware of this_ _ **little problem**_ _Stein." I glared as he continued to poke me. "And I'd greatly appreciate it if you would hurry up and help me... please."_

 _He pulled away from me, and his glasses reflected the strong light overhead, blocking his eyes from my view. The only sound for a few minutes was the slow tick of the screw twisting inside his head._

 _"Fine," he sighed, sounding bored. "Since you were kind enough to resist my asking you to come down here, the sedative I used on you should block any potential pain."_

 _I didn't believe him. He seemed the type to enjoy screaming. He moved down towards my_ _legs again and tapped the top of my foot. "I'll start here."_

 _Waiting in itself was agony, but eventually there was a slight tug, the warm sensation of a trickle of blood sliding off the top of my left foot and the sound of a small pop. Rather anticlimactic after all the suspense. And for a minute, I could have sworn I felt something run across my leg before Stein slammed his hand down against the table._

 _It was... unsettling._

 _The air stilled, I couldn't even hear Stein breathing._

 _"My my," he whispered, the wheels of his chair moving towards the door, "this is a bit more serious than we thought. Try to get comfortable Lyra, you're going to be here a while."_

 _"Why? Where are you going?" I asked stiffly, watching his silhouette get smaller through the open door without answering me, and I continued to yell until he couldn't hear me anymore. "Stein!"_

 **xXx**

 _ **Outside, Stein leaned on the wall next to the operation room he was keeping the witch in, and the slow click of the screw inside his head was loud enough to drive him insane – if he wasn't already. The call with Lord Death had gone just as he had expected it to; all hushed angry whispers and the ever-exciting approval to 'handle the issue however he saw fit.'**_ _ **He hummed to himself, sparing a glance to the muted stain on his palm and gave a dark secret grin to no one in particular.**_

 _ **"Spiders huh?"**_

 _ **"Her body's full of spiders."**_

 **xXx**

"Hey, hey wake up."

Something shook my shoulder roughly, and I fought off a sudden rush of nausea as I slowly raised my head, shuddering at the memory of hundreds of tiny legs skittering over my skin. "What?" I groaned, leaning forward to press my palms into my eyes. _I hated flying. Or rather I hated flying while I was contained inside a metal tube full of contaminated air and held up by nothing but fire and sketchy engineering._

Soul leaned over me, and his wolf-like smirk was the first thing I saw once my pupils had adjusted to the dim light of the plane. I sat up further and rubbed my face with the back of my hand.

"Are we there already?" I asked, wobbling a bit as grabbed my arm and pulled me to my feet. Already holding our carry-ons, he pushed me in front of him and followed close behind as we walked off the plane and into Italy's unnecessarily bright sunlight. It was hot and humid, and barely five minutes into being out in the open air had my hair begun to stick unpleasantly to the back of my neck. I grimaced and all but ran towards the airport where it was nice and dry and air-conditioned.

"It's a shame you pretty much slept the whole flight, first class was definitely something." Soul remarked, and I reached back, grabbing onto his shoulder so we wouldn't get separated in the big crowd headed towards baggage claim.

"How nice of Kid to spring for us all," I murmured absently, not really paying attention. "Why'd you let me sleep so long anyway?" I grumbled after a moment, waving excitedly as I came across Kid, Liz and Patti in the crowd. Soul finally falling into step beside me as I pulled him forwards a little faster.

He huffed, "What was I supposed to do? You fell asleep on my shoulder; besides, you needed the rest anyways. You've been looking kind of worn out lately."

I blinked at him, surprised, "Ah," I said. Normally he was far less observant. "Did I drool?" I asked him curiously, more than eager to change the subject, and rolling my eyes when he reached out to bump fists with Kid in lieu of just saying hello.

He shrugged, and continued walking, "Yeah you did, so I had to get a new sweatshirt. You should really work on that." He said loudly, not bothering to look back as Liz and Patti snickered at his words from behind us.

I looked down at the ground as my cheeks flushed pink and let myself fall a few steps behind him until I was next to Kid. He didn't look at me from where I had settled by his side, instead simply brushing his hand against mine in a way that had me suddenly feeling much less embarrassed. I smiled softly, moving close enough to brush my shoulder once against his before moving back.

"Black Star went ahead." he told us all. "Said something about grabbing all our luggage because we were taking too long. There was some nonsense about how a god waits for no one," he shrugged lightly, "honestly, I wasn't paying much attention."

"Wait, he grabbed everyone's bags?" Liz asked. She sounded skeptical.

Kid sighed, "If he did it would be quite a surprise, considering I packed eight suitcases identical in size, color, shape and style. I do so hope he managed to get them all."

I laughed and reached out to push at his side, only to laugh harder as I brushed his ribs and he squirmed. While he was still close enough to; I grabbed onto his arm, looping my own around the bend of his elbow to keep him there, "Speaking of things identical in size, shape and color; there's a museum here with an exhibit you'd probably love."

"Lyra," Kid said slowly, patting my hand where it lay against the fabric of his sleeve and speaking as if to a child. I bristled and glared but he continued, "you know we are not actually on a trip, right?" He shrugged, and a sudden burst of wind pushed his stupidly pretty dark hair into his eyes, "It is more of an 'investigating the disappearance of souls and destroying unsuspecting kishen eggs' sort of thing."

"So, we'll patrol in shifts," I huffed, giving an older couple a dirty look as they passed by, one of their suitcases rolling over my foot, "It isn't as though we'll be working the entire time. You can take a few hours to come with me to a museum."

Said with a tone that brokered no argument, I watched, greatly amused, as indecision warred across his face _. Duty versus intrigue and well, me._ His shoulders sank in defeat after only a moment. "What kind of exhibit?" he asked at last.

Grinning I made to answer, but Patti beat me to the punch with a guess that was pretty spot on. She giggled and shrugged as she swung around to face us, walking backwards in a precarious way that had several people glaring as they were forced to dodge around her, "Modern art probably."

Kid hummed and gripped my arm tighter, "Alright, but only if we aren't busy working."

There was a sudden groan and Liz reached out to grab his wrist. "It'll be great Kid I'm sure. Now let's go, I'm totally jetlagged, and I'm pretty sure my hair is starting to frizz up. I just want to get to the hotel as soon as possible okay?"

She fought to pull him out the door, completely uncaring of the affronted look he sent her way, only to be brought to a stop as he refused to let go of my arm and I stumbled. Liz threw her hands up, unwilling to fight about it and instead tried to chorale her sister as we meandered towards Black Star, who was working with an older man to put all our bags in the back of a taxi. _He had managed to get everything if you were wondering._ I was counting heads, looking over our ground and questioning whether or not we needed to hail another cab when Kids' suddenly low voice cut through the haze.

"Are you all right?" A pause. "You look… tired."

I flinched at the question, caught off guard, and gave a nervous giggle as his eyes, serious and dark, settled on my face as though he knew I was about to lie. He was trying to be sensitive. I knew for a fact that I was several steps below just looking tired. Yet it must have been worse still because he brought it up even though he knew how much outward displays of affection and concern made me uncomfortable.

My first instinct was to lash out. Snap and snarl and bare my teeth at him like a warning because he was getting too close and that was dangerous. To point out that he was looking just as tired, though admittedly less so than I, with his paler than normal skin and the bruise-like rings that settled around a set of eyes that were a darker shade of gold than usual. But the urge faded as quickly as it came. _It was fine,_ I told myself, _I was no longer in a place where weakness was seen as opportunity. At least not in close quarters._

Casting a quick glance around to make sure none of the others were paying us any attention I whispered, "It's only nightmares." He nodded, like this explained everything and his eyes flickered only slightly as Soul called our names, asking _what the hell was taking us so long could we please get in the cab already._

"You know we worry about you, don't you?" He wasn't looking at me, as if it had just occurred to him that this was a bit more personal than the conversations we usually had. I thought for a moment, as I looked at him not looking at me that perhaps I didn't mind so much that it was personal. Not when it was him. And he sounded so serious that I smiled – just a small one – and answered without thinking.

"I know you all do." I didn't mention that I knew he didn't really mean we but _**me**_. And even though I thought he knew that too he didn't mention it either. He stopped by the taxi door and hesitated before laying his free hand on the door handle. He sighed. "It's just that you're - " he stopped, choking on whatever he had been about to say. His face turned red, and he reached up with his free hand to rub the back of his neck, grumbling. "It bothers me that you're not taking as good care of yourself as you should be."

My mouth hung open in shocked, slightly flattered surprise, but he held up a hand, stopping me before I could say anything in response. He held the cab's door open and gestured for me to go first, the faintest of pinks still clinging to his cheeks.

"Now get in, I'm starving."


	4. Chapter 3

"That's three," I noted as Soul transformed back to his human form, the handle of the scythe disappearing from my hand. I ran that same hand through my hair and sighed, suddenly tired. The roof tiles under my feet felt uneven, and I wobbled a bit as I moved closer to the edge. I wanted to get off this roof as soon as possible. Flying over rooftops was easy, standing on them not so much. I trusted magic so much more than my own two feet.

I heard Soul scoff behind me, "It would have been four if Black Star wasn't such a show off." He made a grab for the red discolored soul floating above our heads as I continued to feel around for other frequencies.

"I haven't seen Kid or Black Star for a while," I told him, wringing my hands and staring down into the street. "Do you think they're alright?"

He slipped past me, his arm brushing my shoulder as he jumped down from the roof, where he waited for me to follow, his arms open. "They're the ones who wanted to split up in the first place. They'll be fine, let's worry about ourselves for now." He tilted his head up at me as I sat down, my fingers digging into the tiles, my head spinning slightly as I glanced down.

"You'll catch me, right?" I asked, nervous, and then frowned when he rolled his eyes. "You know I hate heights."

"Do we have to have this conversation every time this happens."

"Just promise Soul!" I snapped at him. He groaned.

"I'll always be here to catch you." He said seriously, and I closed my eyes before moving of the ledge into empty space, freefalling until his arms closed around me, cradling my back and legs. It was hard, so hard, to be normal for things like this, to know that I couldn't catch myself. Not if I wanted to 'keep my cover' as Death had so snidely put it. But just because he had told me not too didn't mean that it wasn't what I immediately wanted to do. It was right there, underneath my skin and it ached that I couldn't use it. Magic. _God, I wanted to use it._ "Lyra?" I leaned into his chest for a moment longer, breathing in the familiar smell of his cologne before he set me down.

"Thanks."

Soul swung an arm around my shoulder, pulling me towards his motorcycle. "Drop a girl one time – " he muttered under his breath, "– and she's never the same."

"You broke my leg Soul."

"By accident."

I laughed at his expression, "It still hurt."

Despite our rather grim assignment, it was a beautiful night. Balmy and warm, the sky was even clear enough to see stars. It was nice. Though the thought of the other 97 souls – plus the one I really didn't want to think about – we needed to collect was a bit off-putting. But the feeling was fleeting, trailing off to nothing when the air in front of us began to move, almost like a mirage. I was still reaching out so to speak, for other frequencies, so the subtle shift in the atmosphere was noticeable and alarming. It felt… wrong, and dark, crawling over my skin in a way that made the hairs on the back of my neck stand on end.

I stopped walking, jerking on Souls arm as he tried to move passed me, an annoyed huff escaping before I grabbed his attention. " _Soul_ ," A little bit afraid I pointed, whispering, "Do you see that?" My voice shook, though I would never admit it, and I watched out of the corner of my eye as he looked at me, his gaze wary and concerned. He leaned forward, following the line of my arm and squinted for a long minute before turning to look at me.

"See what Lyra? There's nothing there." He laughed, ready to brush aside my concerns. But I could _feel_ it. Whatever it was. My head swam, and the air was thick as it moved towards us, the wind picking up. My limbs felt heavy and sluggish, like I was walking through water. The ground under my feet swayed, or maybe it was me, and I could see Soul's smile fade as I slumped against him.

 _0-100 in seconds._

"It's dark." My voice sounded disconnected to my own ears. He grabbed my shoulder, turning me around so he could see into my eyes.

"Ok." He murmured, "Let's call it a night, you're obviously way too tired… maybe it was the flight or something," He pushed me back, a helmet already clutched in his other hand. He held it out to me and motioned to his bike. "I'll call Kid and he can check this out, ok?" Soul wrapped his hand around my elbow, muttering under his breath and giving me worried looks as he pulled his cellphone out of his pocket.

 _It's too late._

"We should go this way." I whispered, pulling free from the grip he had on my arm.

"Lyra-" he started to call me back, but I wasn't listening. I broke into an uneasy jog, ignoring Soul as he swore and begrudgingly ran after me, calling my name. "Damn it, Lyra, let's go back to the hotel." He sounded annoyed and I knew he didn't think this was serious, he was just humoring me as he often did. But this was different. This was wrong.

I could hear him just behind me, talking to Kid. When he finally caught up to me, I thought it was a sign of growth that he wasn't trying to stop me anymore. Soul simply caught my hand in his, pressing his phone into my palm. "He wants to talk to you. Maybe you'll listen to him when he tells you running off like this is a stupid idea."

He waited, like I was going to answer. I glared instead and brought the phone up to my ear. "Kid?"

"Lyra," he sighed. "Where are you? Soul said yo–"

"Do you feel that?" I interrupted, voice shaking. "That pressure. That evil. They all just disappeared."

I ran faster. Eventually I couldn't hear Soul anymore, and before long I could see the towers of an old church looming above me from a few streets away. Whatever it was, it was in there. My heart thundered, beating against my ribs. "I feel it. Tell me where, Lyra." Kid sounded serious now, deathly serious. "I'll come and get you."

The streets were dark and deserted, and I narrowly avoided running into corners as I skid on the uneven cobblestones. A bell tolled somewhere nearby, and it made the ground beneath my feet shake and my ears ring. And then the trail ended. "The church."

"Church? Which church? There are hundreds here."

It loomed up head, windows dark. Eerie in the fading moonlight. _In there_. I hesitated in front of the door, panting, hands on my knees as I bent over to catch my breath. "The old one, in the middle of the city." I placed a hand against the stone arch that stretched over the doors, felt the chill seep into my skin. "Should I pray, Kid?"

A motorcycle roared up behind me, the sound echoing in the empty courtyard. Soul jumped off, throwing his helmet to the ground as he stalked over, his eyes a darker red than usual. He wrapped his hand around my arm, his grip tight enough to leave a bruise. He took his phone back, and Kids' voice was small and urgent. Neither of us were listening.

"You should have waited for me." His voice was low. "I don't like it when you go where I can't protect you Lyra, we're in Italy for a reason." He let me go, taking a step back before looking at me again. "You want to tell me what the hell's wrong with you?"

I spun on him, pointing towards the church and laughed. "That, Soul." I said. "There were almost fifty human souls inside this building, and now they're all just gone. Gone. It's dark inside, cold. It's evil. And that's what is wrong with me." I grabbed his hand. "We should go inside."

"No, we should not." Ignoring his sputtered protests, I pushed open the heavy door, watching with bated breath as moonlight spilled into the empty cathedral, shining off polished silver and stained-glass windows.

"I don't know about you, but I don't exactly think that's normal." I could see dust floating, moving across the floor before coming to rest against a pair of shoes. My breath caught, and I suddenly felt sick, my eyes following a haze of black cloth upwards before resting on a pale face. The face of a child.

I felt rather than saw Soul move closer to me, pushing me behind him, stepping completely in front of me like a human shield and pressing me back. I huffed gently and placed my hands on his shoulders, trying in vain to see over him.

 _"Soul."_

He tensed under my palms as he took a few slow steps forward at my prodding.

"It's just a kid." That same kid had turned to face us at the sound of my voice. And then his eyes met mine and I wasn't so sure that I was looking at a child at all.

"Hmmm." The strange boy crooned. "What's this Ragnarok? More people?" He stood alone, in the middle of the room, and his soul was a normal human blue, a candle shining out in the dark that surrounded us. Except for one thing.

"His soul wavelength." I whispered, trying to duck out from behind Soul's arm. "It's so strange." I had gripped the material of Souls jacket hard enough my knuckles turned white as we padded further into the room, my body pressing against Soul's in an effort to move him forward. I barely flinched as the door swung shut behind us with a bang, clouding my vision in semi-darkness.

" _That door only opens one way."_

The strange boy hadn't moved, only watched with disinterested grey eyes as we came closer, an off-kilter smile sitting frozen on his face. "Hey." Soul yelled, startling me. "Where'd all those people go that were in here with you?" He had us stop a respectable distance away, gaze wary.

"People?" The boy simpered. "Ragnarok was hungry, and I don't know how to deal with him when he's like that. He scares me. So, I had to kill them. He wanted me to." He looked around nervously and took a step back before whispering conspiringly. "They weren't very nice people anyway." Just as suddenly as he had moved away, he came closer, tilting his head.

 _"My blood is black you know."_ He moved slowly, the tip of a sword I hadn't even seen him holding cutting into the granite floor behind him. The sound was like nails on a chalkboard, or hearing someone scream. But that wasn't what caught my attention. No, it was the blood. The sword was dripping red, a garish splash of color in our otherwise monochrome surroundings.

"What the fuck?" The words had left my mouth before I could stop them, unintelligible, but the sound of my voice was enough for Soul to shift his attention towards me.

He turned his head to look at me, eyes briefly connecting with mine before nodding in understanding and shifting into a scythe, his face reflecting at me through the blade. "I'm sorry." I told the boy. "But I'm going to have to take your soul."

After all, equivalent exchange was everything.

He sniffled. "Take my soul? You mean you're going to kill me?" Shifting his stance, I watched the fingers around the hilt of his sword tighten. He smiled, and the expression on his faced was twisted. "You can try."

And then we were lost, in the sound sight and smell that was two people fighting to kill. Sparks burned my hands when our blades met, and the boy's eyes were so hollow it was like gazing into an endless void. The floor shook beneath my feet, and I could feel blood running in a line down my left cheek. I could taste iron. It felt like seconds. It could have been hours.

"Why isn't this working Soul?!" My arms were getting tired, my legs unstable, and my attacks sloppy. I hadn't managed to hit him – not even once. But he had landed plenty on me. _This outfit was completely ruined._

 _"I don't know! I'm not getting anything on him."_

A burst of something dark sprayed across my vision, and I was thrown back, lashing out even as my body hit a stone pillar midway through my flight across the room. I choked on the dust that was kicked up as I landed and blinked in surprise at the dots of red covering my wrists and sleeves. "That was not fun." I groaned and moved to roll over, my shoulder aching from my rather rough landing.

"Soul!" I cried, panicking when I realized I was alone. He had slid away from me, spinning across the floor to rest against the wall. Disconnected I couldn't hear him speak and I stood, wincing at the blood that seemed to cover a good portion of his scythe form. I just hoped it wasn't his. His face shone at me from the black and red blade, and there was what looked like a line of red dripping down his chin.

"I'm fine." He panted. "Stop worrying and get rid of this guy already. This is so not cool."

"But-" Something caught my attention out of the corner of my eye, and I turned slowly, looking up into the shadowed archways of the ceiling. "We've got to get out of here Soul." And he was still so far away.

 _Drip_

 _Drip_

 _Drip_

I followed the sound, looked at the pool of dark liquid on the floor. The one that hadn't been there before.

I looked up.

 _A spider?_

It was a nightmare.

The boy hung from the ceiling, long dark tendrils stretching from his back to hold his body up against the ceiling, taking support from the beams. After what felt like an eternity tense silence and staring his concentration appeared to waver, the tendrils reaching from his back crumbling and turning to dust. He hit the floor on his feet with a heavy thud and I could only watch, horrified, as he moved closer.

"You cut me." The boy tilted his head, sword once again dragging on the ground behind him. It caught the light as he moved, and the jagged outline of teeth came into clear relief the closer he was to the corner I was huddled in. Sharp teeth that moved. He brought his hand up to his cheek, to the shallow cut that was already beginning to heal over.

 _Where is Soul?_ Because I was having a really hard time moving. Shaking and paralyzed. _If my sisters could see me now._

He slipped in a small puddle of his own dark blood, leaving behind black footprints. "I told you my blood is black." The mouth on his sword opened wider, and I only paused for a moment before running towards the door, pushing at it and pulling at the handle until it splintered off into my hand.

I could feel Soul's outrage at my cowardice. But I knew not to fight a fight I couldn't win.

"What're you doing?! The fights back there!" He had changed, running towards me in human form, only a few feet away. It was still too far though, and the boy got to me first.

"Lyra!" Soul reached out and I grabbed his hand. He shifted back, ready to fight, wanting me to fight. But I was shaking and the sweat and blood covering my hands made for a slippery hold. _He had looked like a spider._ It wasn't a coincidence - things like this, things like _her_ never were. And I could smell smoke and feel the burn of flames against my back. I was holding onto Soul's scythe form with one hand, the other still tearing at the door with a desperation I would never admit too if we got out of this alive. "Lyra, please!" Now he was the one who sounded panicked.

I ignored him, spinning back around in time to feel the corner of the dark blade skim over my shoulder, some of my dark hair floating towards the floor. I felt the boy's breath on my cheek as he leaned uncomfortably close. _"Don't you remember?"_ He whispered. _"The door only opens the one way."_ He laughed as he swung his sword at me, smiling the longer I continued to block him.

"What are you waiting for Lyra! Fight back!" Soul yelled.

Sweat ran down the back of my neck.

His irritation was clear through our soul resonance. "Stop messing around!"

"I'm not!" I yelled back at him. "I'm not, I-" I was running out of time, my arms shook, and my hand was starting to bleed with how roughly I was digging my nails into the wood of the door. Breathing was starting to get harder, and the boys dark eyes seemed to almost reach into my soul, choking me.

 _"It's over for you."_

Time slowed down, and I could see, all I could feel, was red. I reached out blindly, my eyes wide. Three seconds. That's all the time it took.

There was a loud bang, splinters of wood digging themselves into my already bloody cheeks as I fell onto my knees. I could hear screaming as I leaned over, raw fingers now biting into cold stone, tears falling on torn fabric. _Was it me? Was I the one screaming?_ I couldn't tell.

 _"Soul?"_


End file.
